Constitution

1 Name of the organisation

The name of the organisation is The Zimbabwe Human Rights NGO Forum (“the Forum”).

2 Definitions

In this Constitution:

“Board” means the Board constituted by clause 7;

“Chairperson” means the Chairperson of the Forum elected in terms of clause 7.3;

“Executive Director” means the Executive Director appointed under clause 11;

“human rights” includes all individual rights, whether civil, political, social, economic or cultural, which are guaranteed or protected by any of the following international instruments:

(a) the Universal Declaration of Human Rights;
(b) the International Covenant on Civil and Political Rights;
(c) the International Covenant on Economic, Social and Cultural Rights;
(d) the African Charter on Human and People’s Rights;
(e) the United Nations Convention on the Prevention and Punishment of the Crime of Genocide;
(f) the United Nations Convention Against Torture and Other Cruel, Inhuman or Degrading Treatment or Punishment;

“organised violence” means the inter-human infliction of significant avoidable pain and suffering by an organised group according to a declared or implied strategy and/or system of ideas and attitudes. It comprises any violent action which is unacceptable by general human standards and relates to the victims’ mental and physical well-being.
“torture” means any act by which severe pain or suffering, whether physical or mental, is intentionally inflicted on a person for such purposes as obtaining from him or a third person information or a confession, punishing him for an act he or a third person has committed or is suspected of having committed, or intimidating or coercing him or a third person, or for any reason based on discrimination of any kind, when such pain or suffering is inflicted by or at the instigation of or with the consent or acquiescence of a public official or other person acting in an official capacity. It does not include pain or suffering arising only from, inherent in or incidental to lawful sanctions.

3 Membership of the Forum

3.1 Membership of the Forum is open to any organisation which is based in Zimbabwe and which is bona fide concerned with human rights, in particular with the elimination of organised violence and torture.

3.2 An organisation that wishes to become a member of the Forum may apply to the Board, in writing, to do so. The Board shall consider every such application without delay, and if it is satisfied that:

3.2.1 the applicant is eligible under clause 3.1 to become a member; and

3.2.2 the application has been duly authorised by the applicant’s membership or committee or governing body; the Board may admit the applicant to membership of the Forum, and shall notify the applicant, in writing, of its decision.

3.3 An organisation shall become a member of the Forum with effect from the date of the Board’s decision under clause 3.2 to admit the organisation to membership.

3.4 A member organisation of the Forum may at any time resign from the Forum by written notice to the Board, provided that the notice has been duly authorised by the organisation’s own membership or by its committee or governing body. The organisation shall cease to be a member of the Forum with effect from the date on which the Director receives the written notice.

3.5 The Board may declare that an organisation has ceased to be a member of the Forum if:

3.5.1 the organisation has ceased to be eligible for membership under clause 3.1; or

3.5.2 the organisation’s representative on the Board has failed without just cause to attend three consecutive meetings of the Board of which the organisation was given due notice;
but before making such a declaration the Board shall, if it is reasonably possible to do so, inform the organisation of its intention to make the declaration and give the organisation a reasonable opportunity to make representations in the matter.

3.6 If at a duly convened meeting of the Board, two-thirds or more of the total membership of the Board resolve that a member organisation should be expelled on the ground that it has persistently or seriously undermined or prejudiced the Forum’s aims and objectives, the organisation concerned shall cease to be a member of the Forum with effect from the date of the resolution, provided that:

3.6.1 the resolution shall be on the agenda of the meeting; and

3.6.2 the Board shall ensure that the member concerned is given reasonable notice, in writing, of the intention to move the resolution at the meeting and of the reasons for the resolution; and

3.6.3 a representative of the member concerned shall be permitted to attend and address the meeting.

3.7 An organisation that has ceased to be a member of the Forum may apply to rejoin the Forum, and this clause shall apply to such an application, provided that a member that has been expelled under clause 3.6 shall not be re-admitted except on a resolution passed by two-thirds or more of the Board’s total membership, voting at a meeting of the Board convened at least six months after the member was expelled.

3.8 Every member organisation of the Forum shall notify the Executive Director of its address, if one is available and notices and other documents sent or delivered to that address shall be deemed to have been given to the organisation.

4 Legal Status of the Forum

The Forum shall be a body corporate with perpetual succession, capable of:

4.1 acquiring and holding property separately from its members; and

4.2 suing and being sued in its own name;
and generally, subject to this Constitution, capable of doing anything that bodies corporate may lawfully do.

5 Non Profit Making Status

5.1 The Forum is not formed and does not exist for the purpose of carrying on any business that has as its object the making of gain or profit.

5.2 The income and assets of the Forum shall be applied solely for the promotion of the objectives for which it is established.

5.3 No part of the income or assets of the Forum shall be paid, directly or indirectly, by way of dividend to any person or organisation.

6 Objectives of the Forum

The objectives of the Forum shall be:

6.1 to train personnel in identifying and documenting human rights violations in Zimbabwe;

6.2 to advocate and campaign for the elimination of organised violence and torture;

6.3 to collect information and maintain databases on the observance of human rights in Zimbabwe and on violations of those rights;

6.4 to undertake legal proceedings, in Zimbabwe and elsewhere, on behalf of victims of organised violence and torture, and in that regard:

6.4.1 to give legal advice to such victims; and

6.4.2 to draft legal pleadings and other Court documents and to attend to the filing of such documents; and

6.4.3 to attend to trials on behalf of such victims;

6.5 generally, to do anything that the Board considers necessary or desirable to advance human rights in Zimbabwe.

7 Board and Chairperson of the Forum

7.1 The affairs and business of the Forum shall be vested in a Board, which shall be the supreme decision-making body of the Forum.

7.2 The Board shall consist of Chairpersons, Vice Chairpersons, directors or heads of the Forum’s member organisations or their duly appointed representatives.

7.3 The members of the Board shall elect a Chairperson, vice chairperson, director or head of one of the Forum’s member organisations to be the Chairperson of the Forum.

7.4 The Chairperson and the Vice Chairperson shall hold office for one year from the date of his or her election and on the expiry of that term shall be eligible for re-election, provided that:

7.4.1 the Chairperson or Vice Chairperson may at any time, by written notice to the Executive Director, resign his or her office;

7.4.2 if two-thirds or more of the total membership of the Board, at a duly convened meeting, pass a vote of no confidence in the Chairperson, or the Vice Chairperson, he or she shall immediately cease to hold office as such;

7.4.3 if the Chairperson or the Vice Chairperson dies, resigns, becomes mentally incompetent or otherwise ceases to hold office, the Board shall elect another of its members to be Chairperson for the remainder of the former Chairperson’s term of office;

7.4.4 no person shall be eligible for re-election as Chairperson after serving three terms, whether or not they are consecutive.

8 General Powers and Duties of the Board

In addition to the powers conferred upon the Board elsewhere in this Constitution, the Board shall have the following powers and duties:

8.1 to be responsible for overall planning and policy formulation of the Forum;

8.2 to be responsible for the safeguarding of all finances and property of the Forum;

8.3 to cause a proper set of books of account to be kept relevant to the affairs of the Forum, which shall be audited annually by an auditor appointed by the Board;

8.4 to invest and deal with any moneys of the Forum not immediately required for purposes of fulfilling the Forum’s objectives;

8.5 to solicit and procure sponsorships, aid, grants or other financial assistance from individuals, institutions, Government agencies or any other entities;

8.6 to hire or acquire any movable or immovable property to benefit the Forum or to advance its objectives;

8.7 to establish branches and offices in Zimbabwe and elsewhere;

8.8 to appoint such committees as may be necessary to carry out specific tasks and to regulate the meetings of these committees;

8.9 to do any and all such things as may be necessary to achieve the objectives of the Forum.

8.10 The Board may exercise its functions despite any vacancy in its membership or any defect in the election or appointment of any of its members.

9 Meetings of the Board

9.1 The Chairperson shall cause an ordinary meeting of the Board to be convened at least four times in each calendar year.

9.2 The Chairperson, when so instructed in writing by a majority of the members of the Board, shall cause a special meeting of the Board to be convened, which meeting shall be convened not sooner than seven days nor later than thirty days after receipt of the instruction.

9.3 Notice of an ordinary or special meeting of the Board shall be in writing, specifying the date, time, place and business to be conducted at the meeting and, except in the case of an Annual General Meeting, shall be given not less than fourteen days before the date of the meeting. A meeting shall not be invalidated by an inadvertent omission to give a member notice of the meeting.

9.4 The Chairperson shall preside over meetings of the Board, but if he or she is absent the meeting shall select a chairperson from those attending the meeting.

9.5 One-third of the membership of the Board shall constitute a quorum at any meeting of the Board.

9.6 A person shall not attend a meeting of the Board as a representative of a member organisation unless s/he has satisfied the chairperson that s/he has been duly authorised to represent the organisation concerned.

9.7 The Board shall endeavour to reach its decisions by consensus, but if it is unable to do so on any matter a vote shall be taken and, subject to clauses 3.6, 3.7 and 7.4, the matter shall be decided by a majority of those present and voting. In the event of an equality of votes the Chairperson shall have a casting vote in addition to a deliberative vote.

9.8 The Board may request the Executive Director to attend its meetings to report on progress in the achievement of the objectives of the Forum and to record the proceedings of its meetings, and the Executive Director shall comply with any such request.

9.9 Subject to the approval of the Board, the Chairperson may invite any person to attend a meeting of the Board and take part in its deliberations but such person shall not be entitled to vote.

9.10 Subject to this clause, the Board may regulate the manner in which its meetings should be conducted.

10 Management Committee

10.1 The Board shall delegate, its power to run the affairs and business of the Forum to a Committee, which shall be referred to as the Management Committee;

10.2 The members of the Management Committee shall comprise of four individuals nominated from the Board and who shall remain accountable to the Board, which shall review its activities on a quarterly basis.

10.2 The Management Committee shall meet at least once a month, and a record of such meetings shall be maintained for presentation to the Board;

11 Annual General Meeting

11.1 The Annual General Meeting of the Board shall take place within six months after the end of the Forum’s financial year.

11.2 At least twenty-one days’ written notice shall be given for the holding of the Annual General Meeting of the Board, specifying the date, time, place and business to be conducted at the meeting. The meeting shall not be invalidated by an inadvertent omission to give a member notice of the meeting.

11.3 The business of the Annual General Meeting shall be:

11.3.1 the appointment of a Chairperson and a Vice Chairperson;

11.3.2 the presentation and adoption of a report by the Chairperson on the Forum’s activities over the preceding financial year;

11.3.3 the presentation and adoption of the Forum’s accounts for the preceding financial year;

11.3.4 the appointment of auditors;

11.3.5 any other business.

12 Executive Director and Other Employees

12.1 The Board shall appoint

12.1.1 an Executive Director of the Forum and/or

12.1.2 a Deputy Director and shall fix his or her terms and conditions of service.

12.2 The Executive Director shall be the chief executive officer of the Forum, responsible to the Board for the effective administration of the Forum’s operations, including:

12.2.1 managing and directing all the Forum’s programmes to ensure cost-effective and efficient utilisation of human, financial and material resources;

12.2.2 negotiating with donors for the acquisition of resources for the Forum;

12.2.3 overseeing the recruitment, selection and performance of staff;

12.2.4 act as the secretary of the management committee and perform such other duties as the committee may assign him or her; and

12.2.5 performing such other duties as the Board may assign to him or her.

12.3 The Board shall appoint other employees, subordinate to the Executive Director, as it considers necessary and may delegate the appointment, discharge and discipline of such employees to the Executive Director. The employees so appointed shall constitute the Secretariat of the Forum.

12.4 The Secretariat of the Forum shall be divided into:

12.4.1 an administration section or unit; and

12.4.2 a Public Interest Unit, whose primary function shall be to litigate in cases involving organised violence or torture; and

12.4.3 a Research Unit, whose primary function shall be to identify and document human rights violations; and

12.4.4 any other units that the Board may determine from time to time.

13 Finance

13.1 The income of the Forum shall be derived from sponsorships, aid and donations and interest on investments.

13.2 The financial year of the Forum shall be from 1 January of each year to 31 December of the same year.

13.3 All moneys received by or on behalf of the Forum shall, in the first instance, be paid to such bank accounts as the Board shall from time to time open and operate on behalf of the Forum.

13.4 Each of the Forum’s bank accounts shall have at least two signatories who shall be determined by the Board.

13.5 The Executive Director shall ensure that full and proper accounts are kept in respect of all the Forum’s transactions involving the receipt and expenditure of money and the acquisition of property.

13.6 The Forum’s accounts shall be audited each year by a person who is registered as a public auditor and who is appointed by the Board at the Forum’s Annual General Meeting.

14 Amendments to the Constitution

The Board may, by resolution passed at a duly convened meeting, amend any provisions of this Constitution, provided that:

14.1 notice of the proposed amendment shall be given to all the member organisations at least one month before the meeting;

14.2 such resolution shall be passed by at least three-quarters of the total membership of the Board.

14.3 Every-

14.3.1 organisations that was a member of the Forum;

14.3.2 person who was a member of the Board; and

14.3.3 person who was an employee of the Forum.

before the adoption of any amendment to this constitution shall remain a member of the Forum or the Board or an employee, as the case may be.

14.4 Every act that was duly done or decided by the Forum or the board before an amendment of the Constitution shall remain valid as if it had been done or decided after such amendment has been adopted.

15 Dissolution

15.1. The Forum shall cease to operate if at least three-quarters of the total membership of the Board, voting at a duly convened meeting of the Board, decide that the Forum should be dissolved.

15.2. In the event of a dissolution, the assets of the Forum remaining after the discharge of its liabilities shall be disposed of by the Board in such manner as the Board may, by resolution determine, provided that no property whatsoever shall be given or transferred to or distributed to any individuals, but it shall be given or transferred to some other institution involved in human rights work, and which similarly prohibits the distribution of its assets amongst its members or trustees.